Exhibit 10.2.2

                   RESOLUTIONS ADOPTED BY THE
                      BOARD OF DIRECTORS OF
                  UNION CARBIDE CORPORATION ON
              JANUARY 22, 1986, WITH RESPECT TO THE
              1984 UNION CARBIDE STOCK OPTION PLAN


     RESOLVED, that upon the recommendation of management, and in 
accordance with Section 6.6 of the 1979 Union Carbide Incentive 
Compensation Plan and Section 5.6 of the 1984 Union Carbide Stock 
Option Plan (the "Plans"), the Committee approves and recommends 
that the Board authorize that, in view of the Special 
Distribution to shareholders of record on February 15, 1986 upon 
the sale of the Consumer Products Businesses ("Special 
Distribution") and the 3-for-1 stock split authorized by the 
Board on January 2, 1986, the following equitable adjustments be 
made in (i) the number of shares and prices per share applicable 
to outstanding stock options and for the purposes of stock 
appreciation rights ("SARs") and exercise payments ("EPs") and 
(ii) the number of shares which are hereafter available for stock 
option awards in total or to any participant in the Plans:

     (a)     There shall be no adjustment in 
the option prices presently in effect (the 
"Original Option Prices") for any stock 
options, or for the purpose of SARs or EPs, 
exercised on or prior to the 10th day of 
trading on the New York Stock Exchange of the 
Rights to receive the Special Distribution 
(the "Special Distribution Rights").

     (b)     Effective on the 11th day of 
trading on the New York Stock Exchange of the 
Special Distribution Rights, the option 
prices for then outstanding stock options and 
for the purpose of SARs and EPs shall be 
reduced by an amount equal to the average of 
the closing prices of the Special 
Distribution Rights on the first 10 days of 
trading of such Rights on the New York Stock 
Exchange, as reported on the New York Stock 
Exchange--Composite Transactions, but no 
option price shall be reduced to less than $3 
per share under this paragraph.  The option 
price as adjusted under this paragraph shall 
continue in effect until further adjusted 
under paragraph (c), (d) or (f) below.

     (c)     When the entire Special 
Distribution has been determined and 
announced by the Board of Directors, the 
option prices then in effect for the then 
outstanding stock options and for the purpose 
of SARs and EPs shall be adjusted to a price 
equal to the Original Option Prices minus the 
amount of the Special Distribution, effective 
on the date of said announcement, but no 
option price shall be reduced to less than $3 
per share under this paragraph.  If the 
Special Distribution is determined and 
announced by the Board of Directors in parts 
at different times rather than in whole at 
one time, no adjustment shall be made in the 
option prices pursuant to this paragraph (c) 
until the entire Special Distribution has 
been determined and announced.

     (d)     From and after aforesaid 3-for-1 
stock split, (i) the Original Option Prices 
if they are still in effect, or the option 
prices as adjusted pursuant to paragraph (b) 
or (c) above, as the case may be, shall be 
divided by three for the then outstanding 
stock options and for the purpose of the SARs 
and EPs, and (ii) the number of shares of 
stock covered by then outstanding stock 
options, and the number of corresponding SARs 
and EPs, shall be multiplied by three.

     (e)     Effective as of the date of the 
3-for-1 stock split, the total number of 
shares of stock which are thereafter 
available for stock option awards shall be 
increased from 3,188,145 to 9,564,435, and no 
participant in the Plans shall be granted 
options in any one year for, in the 
aggregate, more than 150,000 shares.

     (f)     If any circumstances hereafter 
become known or develop which, in the 
judgment of the Board of Directors, cause any 
adjustment in the option prices to be not 
equitable to a significant extent, the Board 
shall have the right to make such further 
adjustments, in such amounts and at such 
times, as the Board in its judgment 
determines are necessary to achieve equity.

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